Barr (A.G.) PLC — Proxy Solicitation & Information Statement 2026

Apr 21, 2026

Strategic Report

Governance Report

Financial Statements

NOTICE OF ANNUAL GENERAL MEETING

THE FOLLOWING INFORMATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this report or as to the action you should take, you should seek your own personal financial advice from: (i) a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom; or (ii) another appropriately authorised independent financial adviser if you are not resident in the United Kingdom.

If you have sold or otherwise transferred all of your shares in A.G. BARR p.l.c., please pass this report, together with the accompanying documents (except the accompanying personalised form of proxy), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice is hereby given that the one hundred and twenty-second Annual General Meeting of A.G. Barr p.l.c. (the 'Company') will be held at the offices of Shepherd and Wedderburn LLP, 1 West Regent Street, Glasgow, G2 1RW on Friday 22 May 2026 at 12.00 p.m. to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 15 (inclusive) will be proposed as ordinary resolutions and Resolutions 16 and 17 will be proposed as special resolutions. Voting on each of the resolutions will be conducted by way of a poll.

1. To receive and approve the audited accounts of the group and the Company for the year ended 31 January 2026 together with the directors' and auditor's reports thereon.
2. To approve the directors' remuneration policy set out on pages 113 to 123 of the Company's annual report and accounts for the year ended 31 January 2026.
3. To receive and approve the annual statement by the chair of the remuneration committee and the directors' remuneration report as set out on pages 93 to 97 and pages 98 to 112 respectively of the Company's annual report and accounts for the year ended 31 January 2026.
4. To declare a final dividend of 15.27 pence per ordinary share of 4 1/6 pence for the year ended 31 January 2026.
5. To re-elect Susan Barratt as a director of the Company.
6. To re-elect Euan Sutherland as a director of the Company.
7. To re-elect Stuart Lorimer as a director of the Company.
8. To re-elect Julie Barr as a director of the Company.
9. To re-elect Zoe Howorth as a director of the Company.
10. To re-elect Louise Smalley as a director of the Company.
11. To re-elect Nicholas Wharton as a director of the Company.
12. To elect Rohit Dhawan as a director of the Company.
13. To re-appoint Deloitte LLP as the Company's auditor, to hold office until the conclusion of the next general meeting at which accounts are laid, and to authorise the audit and risk committee of the board of directors of the Company to fix their remuneration.
14. THAT the new draft A.G. Barr p.l.c. Annual Bonus Plan produced at the meeting (and, for the purposes of identification, initialled by the Chair) be and hereby is approved and adopted, and that the board of directors of the Company be authorised to do all acts and things which it may consider necessary or expedient to carry the Annual Bonus Plan into effect.
15. THAT the board of directors of the Company (the 'Board') be and it is hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company: a. up to an aggregate nominal amount of £1,555,956.54; and b. up to a further aggregate nominal amount of £1,555,956.54 provided that: (i) they are equity securities (within the meaning of section 560 of the 2006 Act); and (ii) they are offered by way of a rights issue in favour of the holders of shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective

A.G. BARR p.l.c. Annual Report and Accounts 2026 195

---

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

numbers of shares held by them on that date subject to such exclusions or other arrangements as the Board deems necessary or expedient to deal with: (i) equity securities representing fractional entitlements; (ii) treasury shares; and/or (iii) legal or practical problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever, provided that this authority shall expire on the earlier of 31 July 2027 and the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

1. THAT, subject to the passing of resolution 15 set out in the notice of the annual general meeting of the Company convened for 22 May 2026 ('Resolution 15'), the board of directors of the Company (the 'Board') be and it is hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the '2006 Act'), to allot equity securities (within the meaning of section 560 of the 2006 Act) (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares of 4 1/6 pence each in the capital of the Company ('Ordinary Shares')), wholly for cash either pursuant to the authority conferred on them by Resolution 15 or by way of a sale of treasury shares (within the meaning of section 560(3) of the 2006 Act) as if section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to:

a. the allotment of equity securities, for cash, in connection with a rights issue, open offer or other pre-emptive offer in favour of holders of Ordinary Shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of Ordinary Shares held by them on that date subject to such exclusions or other arrangements in connection with the rights issue, open offer or other offer as the Board deem necessary or expedient to deal with: (i) equity securities representing fractional entitlements; (ii) treasury shares; and/or (iii) legal or practical problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever; and b. the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £466,786.96, provided that this authority shall expire on the earlier of 31 July 2027 and the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after the expiry of this authority and the Board may allot equity securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired.

1. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the '2006 Act') to make one or more market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 4 1/6 pence each in the capital of the Company ('Ordinary Shares'), on such terms and in such manner that the directors think fit, provided that:

a. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 11,202,887; b. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five dealing days immediately preceding the day on which the Ordinary Share is purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out; c. the minimum price which may be paid for an Ordinary Share is an amount equal to its nominal value (in each case exclusive of associated expenses); d. unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the earlier of 31 July 2027 and the conclusion of the next annual general meeting of the Company after the passing of this resolution, but a contract to purchase Ordinary Shares may be made before such expiry which will or may be completed wholly or partly thereafter, and a purchase of Ordinary Shares may be made in pursuance of any such contract; and e. an Ordinary Share so purchased shall be cancelled or, if the directors so determine and subject to the provisions of applicable laws or regulations of the Financial Conduct Authority, held as a treasury share.

By order of the Board

Christopher K. O'Donnell Company Secretary 21 April 2026

Registered Office A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD. Registered in Scotland SC005653.

Shareholders should also read the notes to this Notice of Annual General Meeting which are set out on pages 200 to 202 of this report. Those notes provide further information about shareholders' entitlement to attend, speak and vote at the Annual General Meeting (and their ability to appoint another person to do so on their behalf).

---

Strategic Report

Governance Report

Financial Statements

Explanatory Notes

The following notes provide an explanation of the resolutions to be considered at the one hundred and twenty-second annual general meeting (the 'AGM') of A.G. BARR p.l.c. (the 'Company').

The board of directors of the Company (the 'Board') considers that all the resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them.

Resolutions 1 to 15 (inclusive) will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 16 and 17 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 – Receive and approve the reports and accounts

Shareholders are being asked to receive and approve the audited accounts of the group and the Company (as audited by Deloitte LLP) for the year ended 31 January 2026 together with the associated reports of the directors and auditor.

Resolutions 2 and 3 – Directors' remuneration

The directors' remuneration report is divided into three parts: the annual statement by the chair of the remuneration committee, the directors' remuneration policy and the directors' remuneration report.

• The annual statement by the chair of the remuneration committee (which is set out on pages 93 to 97 of this report) provides a summary of the directors' remuneration policy and the directors' remuneration report.
• The directors' remuneration policy (which is set out on pages 113 to 123 of this report) sets out the Company's future policy on directors' remuneration.
• The directors' remuneration report (which is set out on pages 98 to 112 of this report) gives details of the payments and share awards made to the directors in connection with their and the Company's performance during the year ended 31 January 2026. It also details how the Company's policy on directors' remuneration will be operated in the coming year.

(ii) Resolution 2 invites shareholders to approve the directors' remuneration policy. This is a binding policy and, after it takes effect, the directors will not be entitled to remuneration unless such remuneration is consistent with the approved policy or shareholders otherwise approve the remuneration. If Resolution 2 is approved, the policy will take effect from the conclusion of the AGM. Shareholders will be given a binding vote on the directors' remuneration policy at least every three years.

(iii) Resolution 3 invites shareholders to approve the annual statement by the chair of the remuneration committee and the directors' remuneration report (other than the directors' remuneration policy) for the year ended 31 January 2026. This resolution is an advisory vote and will not affect the way in which the Company's remuneration policy has been implemented. Each year, shareholders will be given an advisory vote on the implementation of the directors' remuneration policy in relation to the payments and share awards made to directors during the year under review.

Resolution 4 – Final dividend

Shareholders are being asked to approve a final dividend of 15.27 pence per ordinary share of 4 1/6 pence for the year ended 31 January 2026. If shareholders approve the recommended final dividend, it will be paid on 5 June 2026 to all shareholders on the Company's register of members as at 8 May 2026.

Resolutions 5 to 12 inclusive – Re-election and election of directors

The Company's Articles of Association require that all newly appointed directors retire at the first annual general meeting following their appointment. Consequently, Rohit Dhawan will retire and offer himself for election at the AGM.

The Board complies with the provisions of the UK Corporate Governance Code whereby all directors are subject to annual re-election. Accordingly, all directors of the Company are retiring and offering themselves for re-election.

Biographical details of the directors are set out on pages 70 to 71 of this report. The Board has confirmed that, following formal performance evaluation, all of the directors continue to perform effectively and demonstrate commitment to their roles. The Board therefore unanimously recommends the proposed election or re-election of the directors.

197

---

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Resolution 13 – Re-appointment of auditor

The Company is required to appoint an auditor at each general meeting at which accounts are presented to shareholders and Deloitte LLP have indicated their willingness to continue in office. Accordingly, shareholders are being asked to approve the re-appointment of Deloitte LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the audit and risk committee of the Board to fix their remuneration.

Resolution 14 – Approval and adoption of Annual Bonus Plan

Under the proposed directors' remuneration policy, the Remuneration Committee (the 'Committee') will have the flexibility to satisfy the deferred element of the Executive Directors' bonuses through the use of nil cost options or conditional shares, in line with standard market practice, as opposed to solely through the acquisition of market shares. The Company is, therefore, seeking shareholder approval for an updated version of the Company's Annual Bonus Plan (the 'Plan') at the AGM, which allows for such flexibility.

The rules of the Plan are substantially the same as the existing Annual Bonus Plan, which were not previously subject to a binding shareholder vote, but give flexibility to grant nil cost options or conditional share awards to satisfy the deferred element of executive directors' bonuses, in line with the proposed directors' remuneration policy, alongside updates to take account of developments in legislation, corporate governance, market practice and investor guidelines and the operation of the Plan.

The Plan will expire after 10 years in May 2036. The Plan provides that in any 10 year period not more than 10% of the Company's issued share capital may be issued under the Plan and any other employee share plans adopted by the Company.

The principal terms of the Plan are summarised in the Appendix 1 to this Notice (on pages 203 to 205 of this report).

Resolution 15 – Authority to allot shares

The directors may not allot shares in the Company unless authorised to do so by shareholders at a general meeting. Sub-paragraph (a) of Resolution 15, if passed, will authorise the directors to allot shares having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company's issued share capital as at 9 April 2026 (being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise this authority.

In line with guidance issued by the Investment Association, sub-paragraph (b) of Resolution 15, if passed, will authorise the directors to allot additional shares in connection with a rights issue having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company's issued share capital as at 9 April 2026 (being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise the authority sought under sub-paragraph (b) of Resolution 15. However, if such authority is obtained, it will give the Company greater flexibility to allot additional shares for the purpose of a pre-emptive rights issue. This authority will be used when the directors consider it to be in the best interests of shareholders.

The authorities sought under Resolution 15 will expire on the earlier of 31 July 2027 (being the latest date by which the Company must hold its annual general meeting in 2027) and the conclusion of the annual general meeting of the Company held in 2027.

Resolution 16 – Disapplication of statutory pre-emption rights

If the directors wish to allot new shares for cash, the Companies Act 2006 states that the shares must be offered first to existing shareholders in proportion to their existing shareholdings. For legal, regulatory and practical reasons, it might not be possible or desirable for shares allotted by means of a pre-emptive offer to be offered to certain shareholders, particularly those resident overseas. Furthermore, it might, in some circumstances, be in the Company's interests for the directors to be able to allot some shares for cash without having to offer them first to existing shareholders. To enable this to be done, shareholders' statutory pre-emption rights must be disapplied. Accordingly, Resolution 16, if passed, will empower the directors to allot a limited number of new equity securities without shareholders' statutory pre-emption rights applying to such allotment. The authority conferred by Resolution 16 would also cover the sale of treasury shares for cash.

Sub-paragraph (a) of Resolution 16 will, if passed, confer authority on the directors to make any arrangements which may be necessary to deal with any legal, regulatory or practical problems arising on a rights issue, an open offer or any other pre-emptive offer in favour of ordinary shareholders, for example, by excluding certain overseas shareholders from such issue or offer.

Sub-paragraph (b) of Resolution 16 will, if passed, disapply shareholders' statutory pre-emption rights by empowering the directors to allot equity securities for cash on a non pre-emptive basis but only new equity securities having a maximum aggregate nominal value of £466,786.96, representing approximately 10% of the Company's issued share capital as at 9 April 2026 (being the latest practicable date prior to the publication of this report).

---

Strategic Report

Governance Report

Financial Statements

The authority sought under Resolution 16 will expire on the earlier of 31 July 2027 (being the latest date by which the Company must hold an annual general meeting in 2027) and the conclusion of the annual general meeting of the Company held in 2027.

Resolution 17 — Purchase of own shares

The Companies Act 2006 permits a company to purchase its own shares provided the purchase has been authorised by shareholders at a general meeting.

Resolution 17, if passed, will give the Company the authority to purchase any of its own issued ordinary shares at a price of not less than an amount equal to the nominal value of an ordinary share and not more than the higher of: (i) 5% above the average of the middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five dealing days before any purchase is made; and (ii) the higher of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.

The authority will enable the purchase of up to a maximum of 11,202,887 ordinary shares, representing approximately 10% of the Company's issued ordinary share capital as at 9 April 2026 (being the last practicable date prior to the publication of the report), and will expire on the earlier of 31 July 2027 (being the latest date by which the Company must hold an annual general meeting in 2027) and the conclusion of the annual general meeting of the Company held in 2027.

The directors will only exercise this buy back authority after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall position of the Company. Purchases would be financed out of distributable profits and shares purchased would either be cancelled (and the number of shares in issue reduced accordingly) or held as treasury shares.

The Company operates three share option schemes under which awards may be satisfied by the allotment or transfer of ordinary shares to a scheme participant. However, in practice, the Company has always satisfied awards to participants by the transfer of ordinary shares from the trustee of each of the schemes.

As at 9 April 2026 (being the latest practicable date prior to the publication of this report), options had been granted over 1,717,212 ordinary shares (the 'Option Shares') representing approximately 1.53% of the Company's issued share capital at that date. If the authority to purchase the Company's ordinary shares (as described in Resolution 17) was exercised in full, the Option Shares would have represented approximately 1.70% of the Company's issued share capital as at 9 April 2026. As at 9 April 2026, the Company did not hold any treasury shares.

A.G. BARR p.l.c. Annual Report and Accounts 2026 199

---

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

A.G. BARR p.l.c. Annual Report and Accounts 2026

NOTES

1. Attending the Annual General Meeting in person

If you wish to attend the Annual General Meeting ('AGM') in person, you should arrive at the venue for the AGM in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company's registrar, Equiniti Limited (the 'Registrar'), prior to being admitted to the AGM.

2. Appointment of a proxy

Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy need not be a member of the Company but must attend the AGM to represent a member. To be validly appointed, a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying proxy form.

If a member wishes a proxy to speak on their behalf at the AGM, the member will need to appoint their own choice of proxy (not the Chair of the AGM) and give their instructions directly to them. Such an appointment can be made using the proxy form accompanying this notice of AGM, electronically, through CREST, or through Proxymity.

Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, they should contact the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA.

A member may instruct their proxy to abstain from voting on a particular resolution to be considered at the AGM by marking the 'Withheld' option in relation to that particular resolution when appointing their proxy. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the resolution.

The appointment of a proxy will not prevent a member from attending the AGM and voting in person if he or she wishes.

A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have a right to appoint a proxy under the procedures set out in these notes and should read note 9 below.

3. Appointment of a proxy using a proxy form or electronically

A proxy form for use in connection with the AGM is enclosed. To be valid, any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post by the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA at least 48 hours before the time of the AGM or any adjournment of that meeting. Shareholders may elect to appoint a proxy electronically by accessing the Equiniti Shareview portal at www.shareview.co.uk. Registered users should log into their 'Shareview Portfolio' and navigate to the 'My Investments' section to access the voting functionality and submit their instructions. Shareholders who have not yet registered for a Shareview Portfolio may do so by following the registration prompts on the same website. To be valid, electronic proxy appointments must be received by the Registrar no later than the time specified above.

If you do not have a proxy form and believe that you should have one, or you require additional proxy forms, please contact the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA.

4. Appointment of a proxy through CREST

CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to: www.euroclear.com. CREST personal members or other CREST sponsored members and those CREST members who have appointed (a) voting service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID RA19) no later than 48 hours before the time of the AGM or any adjournment of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed (a) voting service provider(s), to procure that

---

Strategic Report Governance Report Financial Statements

his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting system provider(s) are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

5. Appointment of a proxy through Proxymity

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 p.m. on 20 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

6. Appointment of a proxy by joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the purported appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).

7. Corporate representatives

Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s).

8. Entitlement to attend and vote

To be entitled to attend and vote at the AGM (and for the purpose of determining the votes they may cast), members must be registered in the Company's register of members at 6.30 p.m. on 20 May 2026 (or, if the AGM is adjourned, at 6.30 p.m. on the day two days prior to the adjourned meeting). Any changes to the Company's register of members after the relevant deadline will be disregarded in determining the rights of any person to vote at the AGM.

9. Nominated persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the '2006 Act') to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

10. Website giving information regarding the AGM

Information regarding the AGM, including information required by section 311A of the 2006 Act, and a copy of this notice of AGM is available from www.agbarr.co.uk.

11. Audit concerns

Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the 2006 Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.

12. Voting rights

As at 9 April 2026 (being the latest practicable date prior to the publication of this notice), the Company's issued share capital consisted of 112,028,871 ordinary shares of 4 1/6 pence each, carrying one vote each. As at 9 April 2026, the Company did not hold any treasury shares. Therefore, the total voting rights in the Company as at 9 April 2026 were 112,028,871 votes.

201

---

A.G. BARR p.l.c. Annual Report and Accounts 2026

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

13. Shareholder questions

Shareholders have the right to ask questions related to the business of the meeting. Shareholders can submit questions related to the business of the meeting by email to agm2026@agbarr.co.uk. Answers to shareholder questions will be sent to individual shareholders as soon as practically possible after the AGM.

14. Voting at the AGM

Shareholders are able to vote in advance of the meeting using their proxy form enclosed. The proxy form covers all resolutions to be proposed at the AGM.

Shareholders are being encouraged to submit their votes as early as possible and by no later than 48 hours before the time of the AGM. Votes can be submitted either by returning the proxy form in the post (postage is pre-paid), or electronically by following the instructions set out on the proxy form.

Voting on all resolutions at the AGM will be conducted by way of a poll. The results of the poll will be announced to the London Stock Exchange as soon as possible after the conclusion of the AGM and will be published on our website.

15. Notification of shareholdings

Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chair of the AGM as his/her proxy will need to ensure that both he/she, and his/her proxy, comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.

16. Further questions and communication

Under section 319A of the 2006 Act, the Company must cause to be answered any question relating to the business being dealt with at the AGM put by a member attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Members who have any general queries about the AGM should contact the Company Secretarial Department by email to: companysecretarialdepartment@agbarr.co.uk.

Members may not use any electronic address provided in this report or in any related documents (including the accompanying proxy form) to communicate with the Company for any purpose other than those expressly stated.

17. Documents available for inspection

The following documents will be available for inspection on the day of the AGM at the offices of Shepherd and Wedderburn LLP, 1 West Regent Street, Glasgow, G2 1RW from 11.45 a.m. until the conclusion of the AGM:

• 17.1 copies of the service contracts of the Company's executive directors;
• 17.2 copies of the letters of appointment of the Company's non-executive directors; and
• 17.3 the draft rules of the A.G. BARR p.l.c. Annual Bonus Plan (the 'Plan')

The Plan will also be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of sending this document. The draft rules of the Plan will also be on display at the place of the AGM for at least 15 minutes before the AGM and during the AGM.

202

---

APPENDIX 1

Strategic Report

Governance Report

Financial Statements

Principal Terms of the Annual Bonus Plan

The principal terms of the A.G. Barr p.l.c. Annual Bonus Plan (the 'Plan') are summarised below. A copy of the proposed rules of the Plan may be inspected as specified in Note 17 to the Notice of Annual General Meeting.

The Company's Remuneration Committee (the 'Committee') will supervise the operation of the Plan under which awards may be granted over ordinary shares in the capital of the Company ('Shares'). Awards under the Plan may be made at the discretion of the Committee. Under the Plan, awards may be granted in the form of Shares ('Deferred Shares'), options to acquire Shares ('Options'), or conditional awards to acquire Shares ('Conditional Awards'). Awards under the Plan may have a nil or nominal award price or an award price set at such other amount as the Committee determines. Equivalent cash-based or cash satisfied awards may also be granted under the Plan.

Eligibility and grant

The Plan provides for part of the participants' cash bonus in respect of a financial year (granted under the Company's discretionary bonus arrangements) to be awarded in the form of Deferred Shares or awards over Shares in the form of Options or Conditional Awards ('Deferred Share Awards'), at the discretion of the Committee. In practice, it is intended that Options will normally be granted under the Plan.

The Company may select one or more employees (including executive directors) for participation in the Plan from time to time. The Committee will determine which individuals will receive Deferred Shares or be granted Deferred Share Awards and what type of Deferred Share Awards will be granted.

Individual Limit

The maximum aggregate amount of the award payable to a participant under the Plan in respect of any financial year shall be determined and specified in the Directors' Remuneration Policy for that financial year.

Normal vesting of Deferred Share Awards

When the Committee grants a Deferred Share Award it shall determine the vesting date of the Deferred Share Award in its sole discretion. If the Deferred Share Award is an Option, the last day on which it may be exercised before it lapses will be the day before the tenth anniversary of the Deferred Share Award Date, or such earlier date as the Committee determines at the Deferred Share Award Date, provided that the Option may also lapse earlier as provided for in the Plan rules.

Leavers

Deferred Share Awards will lapse if a participant ceases to be employed by the Group prior to vesting, unless the cessation is by reason of death, disability, ill-health, injury, sale of the employing company or business unit out of the Group or any other reason at the Committee's discretion. In these circumstances, the Deferred Share Award will vest on the normal vesting date (unless the Committee determines it will vest on the date of cessation). In either case, Deferred Share Awards shall vest to the extent determined by the Committee in its absolute discretion. Deferred Share Awards granted as Options may be exercised during a period of normally 6 months commencing on the date of termination or vesting, or 12 months in the case of death.

Grant of awards

Deferred Share Awards may usually only be granted under the Plan during the 42 day period following: (a) the day after the announcement of the Company's results through a Regulatory Information Service for any period; (b) where a new directors' remuneration policy has been implemented, the effective date of that policy; or (c) any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Deferred Share Awards.

No Deferred Share Awards may be granted under the Plan after May 2036 (specifically, following the expiry of the period of 10 years beginning with the date on which the Plan was approved by shareholders of the Company).

No payment is required for the grant of a Deferred Share Award. Awards and Deferred Share Awards granted under the Plan are not transferable, except on death, and are not pensionable.

Dilution limit

No Deferred Share Award may be granted under the Plan if it would cause the number of Shares issued or issuable in the preceding 10 years under the Plan and any other employee share plan adopted by the Company to exceed 10% of the Company's issued share capital at that time. These limits include newly issued (or treasury) Shares but exclude lapsed awards and Shares that have been purchased in the market.

203

---

APPENDIX 1 CONTINUED

Adjustment of level of bonus payable

The Committee may adjust the level of bonus payable under an award (upwards or downwards) to ensure it is appropriate and fair in the context of the overall performance of the Company or the participant.

Malus and clawback

The Committee may in its absolute discretion determine before vesting to reduce the number of Shares subject to a Deferred Share Award, cancel the Deferred Share Award or impose further conditions on the Deferred Share Award in circumstances it considers appropriate. For Deferred Shares which have not been transferred to the designated trustee or nominee, the Committee may in its absolute discretion reduce the number of Deferred Shares or amend the conditions applicable to the Deferred Shares.

In addition, the Committee may in its absolute discretion reclaim value paid to individuals up to the release date in respect of an award and/or the normal vesting date in respect of a Deferred Share Award, if the Committee determines the circumstances to be appropriate.

Circumstances that may trigger malus or clawback are:

• discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Company for a period that was wholly or partly before the end of the period over which the performance condition applicable to an award was assessed; and/or
• the discovery that the assessment of any performance condition or condition in respect of an award was based on error, or inaccurate or misleading information; and/or
• the discovery that any information used to determine the number of Deferred Shares (and/or dividend equivalent Shares) subject to an award or Shares subject to a Deferred Share Award was based on error, or inaccurate or misleading information; and/or
• action or conduct of a participant occurs or is discovered which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct; and/or
• events or behaviour of a participant have led to the censure of a Group Company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Company provided that the Committee is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them; and/or
• a material failure of risk management of the Company, a Group Company or a business unit of the Group occurs or is discovered provided that the Committee is satisfied that the relevant participant was responsible; and/or
• the Company or any Group Company or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Shares is materially reduced, provided that the Committee determines following an appropriate review of accountability that the participant should be held responsible (in whole or in part) for that insolvency or corporate failure.

Clawback may be effected by requiring transfer of Shares, cash payment or reduction of awards.

Post-vesting and post-cessation holding requirements

Deferred Shares may be subject to a holding period, determined by the Committee, during which they may not be assigned or disposed of.

Where Deferred Shares are subject to a holding requirement, the Deferred Shares will be delivered (net of any tax liability) to such nominee, or other holding arrangement, as the Committee may determine.

Corporate events

On a takeover or reconstruction, Deferred Share Awards will vest early. The extent to which the awards will vest is determined by the Committee, taking into account the proportion of the period between the grant date and the normal vesting date, unless the Committee determines otherwise. Alternatively, participants may be allowed or required to exchange their Deferred Share Awards for awards over shares in the acquiring company.

Dividend equivalents, exercise of Options and share rights

The Committee may decide that a Deferred Share Award will include the right to a payment in cash or Shares on vesting, equivalent to dividends that would have been paid on the vested Shares subject to the Deferred Share Award between grant and vesting.

Once vested, Options granted under the Plan may normally be exercised up to the tenth anniversary of their grant. Shares allotted under the Plan rank equally with other Shares then in issue (except for rights arising by reference to a record date prior to their allotment).

A.G. BARR p.l.c. Annual Report and Accounts 2026 204

---

Strategic Report

Governance Report

Financial Statements

Variation of capital

On a variation in the Company's share capital, a special dividend or any event that would materially affect the market price of the Shares subject to a Deferred Share Award, the Committee may adjust awards and/or the Plan rules and/or take any other such actions as the Committee may think appropriate.

Alterations

The Committee may amend the rules of the Plan as it considers appropriate. The prior approval of the shareholders of the Company at a general meeting must be obtained in the case of any amendment to the advantage of participants which is made to the provisions relating to eligibility, individual or overall limits, the basis for determining the entitlement to Shares or cash under the Plan and the adjustments that may be made in the event of any variation to the share capital of the Company, except for any minor amendment to benefit the administration of the Plan, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the Company or Group companies. Any amendments may not materially adversely affect the rights of Awards or Deferred Share Awards except: (a) to take account of legal or regulatory requirements, (b) where the participant has been notified of any such amendment and the majority of participants have approved the amendment, or (c) in any event where there is an inconsistency between the Directors' Remuneration Policy and the terms of the Rules, such that the terms of the Directors' Remuneration Policy will apply.

A.G. BARR p.l.c. Annual Report and Accounts 2026

205